Common use of Management of Trust Clause in Contracts

Management of Trust. It shall be the duty of the Trustee: (a) to hold and, subject to the provisions of this Agreement, to invest and to reinvest the assets of the Trust, and (b) to make payments therefrom in accordance with the written directions of the Plan Administrator (the "Administrator") specified in the Plan to administer the Plan. The Administrator shall be the "administrator" of the Plan as defined in Section 3(16)(A) of the Employee Retirement Income Security Act of 1974 ("ERISA"). The Administrator, the Co-Trustees and the Employee Benefit Board of Review appointed by the Board of Directors of the Company ("Board of Review") are "named fiduciaries" within the meaning of Section 402(a) of ERISA. The Administrator may direct payments to be made from the Trust to any person, including the Administrator, or to the Company, or to any paying agent designated by the Administrator, and in such amounts as the Administrator may direct. Each such direction of the Administrator shall be in writing and shall be deemed to include a certification that any payment directed thereby is one which the Administrator is authorized to direct, and the Trustee may conclusively rely on such certification without further investigation. Payments by the Trustee may be made by its check to the order of the payee and mailed to the payee at the address last furnished to the Trustee by the Administrator or by the payee, or if no such address has been furnished, to the payee in care of the Company. The Trustee shall make disbursements in the amounts and in the manner that the Administrator directs from time to time in writing. The Trustee shall have no responsibility to ascertain any direction's compliance with the terms of the Plan any applicable law or the direction's effect for tax purposes or otherwise; nor shall the Trustee have any responsibility to see to the application of any disbursement. The Trustee shall not be required to make any disbursement in excess of the net realizable value of the assets of the Trust at the time of the disbursement. The Trustee shall not be required to make any disbursement in cash unless the Administrator has provided a written direction as to the assets to be converted to cash for the purpose of making the disbursement.

Management of Trust. It shall be the duty of the Trustee:: ------------------- (a) to hold and, subject to the provisions of this Agreement, to invest and to reinvest the assets of the Trust, and (b) to make payments therefrom in accordance with the written directions of the Plan Administrator (the "Administrator") specified in the Plan or otherwise appointed by the Board of Directors of the Company pursuant to the Plan to administer the Plan. The Administrator shall be the "plan administrator" of the Plan as defined in Section 3(16)(A) of the Employee Retirement Income Security Act of 1974 ("ERISA"). The Administrator, the Co-Trustees and the Employee Benefit Board of Review appointed by the Board of Directors of the Company ("Board of Review") are a "named fiduciariesfiduciary" within the meaning of Section 402(a) of ERISA. The Administrator may direct payments to be made from the Trust to any person, including any member of the Administrator, or to the Company, or to any paying agent designated by the Administrator, and in such amounts as the Administrator may direct. Each such direction of the Administrator shall be in writing and shall be deemed to include a certification that any payment directed thereby is one which the Administrator is authorized to direct, and the Trustee may conclusively rely on such certification without further investigation. Payments by the Trustee may be made by its check to the order of the payee and mailed to the payee at the address last furnished to the Trustee by the Administrator or by the payee, or if no such address has been furnished, to the payee in care of the Company. The Trustee shall make disbursements in the amounts and in the manner that the Administrator directs from time to time in writing. The Trustee shall have no responsibility to ascertain any direction's compliance with the terms of the Plan or of any applicable law or the direction's effect for tax purposes or otherwise; nor shall the Trustee have any responsibility to see to the application of any disbursement. The Trustee shall not be required to make any disbursement in excess of the net realizable value of the assets of the Trust at the time of the disbursement. The Trustee shall not be required to make any disbursement in cash unless the Administrator has provided a written direction as to the assets to be converted to cash for the purpose of making the disbursement.

Management of Trust. It shall be the duty of the Trustee: (a) to hold and, subject to the provisions of this Agreement, to invest and to reinvest the assets of the Trust, and (b) to make payments therefrom in accordance with the written directions of the Plan Administrator specified in the Plan or otherwise appointed by the Board of Directors of the Company pursuant to the Plan to administer the Plan (the "Administrator") specified in the Plan to administer the Plan). The Administrator shall be the "plan administrator" of the Plan as defined in Section 3(16)(A) of the Employee Retirement Income Security Act of 1974 ("ERISA"). The Administrator, the Co-Trustees and the Employee Benefit Board of Review appointed by the Board of Directors of the Company ("Board of Review") are a "named fiduciariesfiduciary" within the meaning of Section 402(a) of ERISA. The Administrator may direct payments to be made from the Trust to any person, including any member of the Administrator, or to the Company, or to any paying agent designated by the Administrator, and in such amounts as the Administrator may direct. Each such direction of the Administrator shall be in writing and shall be deemed to include a certification that any payment directed thereby is one which the Administrator is authorized to direct, and the Trustee may conclusively rely on such certification without further investigation. Payments by the Trustee may be made by its check to the order of the payee and mailed to the payee at the address last furnished to the Trustee by the Administrator or by the payee, or if no such address has been furnished, to the payee in care of the Company. The Trustee shall make disbursements in the amounts and in the manner that the Administrator directs from time to time in writing. The Trustee shall have no responsibility to ascertain any direction's compliance with the terms of the Plan or of any applicable law or the direction's effect for tax purposes or otherwise; nor shall the Trustee have any responsibility to see to the application of any disbursement. The Trustee shall not be required to make any disbursement in excess of the net realizable value of the assets of the Trust at the time of the disbursement. The Trustee shall not be required to make any disbursement in cash unless cash, or otherwise, until the Administrator has provided a written direction as to the assets to be converted to cash for the purpose of making the disbursement.

Management of Trust. It Subject to the terms hereof and the Joint Plan, including, without limitation, Section 4.3 hereof, the Managing Trustee shall be the duty take charge of the Trustee: (a) Trust Assets and shall endeavor to hold andcollect, conserve, protect, and liquidate, or otherwise convert into cash, all claims, causes of action, and assets which constitute the Trust Assets and all such other property incidental thereto as may hereafter be acquired from time to time under this Trust. To this end and subject to the provisions of this AgreementSection 4.3, to invest and to reinvest the assets Managing Trustee shall manage the affairs of the Trust, andnegotiate and consummate sales of the Trust Assets, enter into agreements binding the Trust, and execute, acknowledge, and deliver any and all instruments which are necessary, required, or deemed by the Managing Trustee to be advisable in connection with the performance of the Managing Trustee's duties hereunder and shall have full power and authority to take any action consistent with the purpose and provisions of the Joint Plan. Except as otherwise provided in this Agreement, and without prior or further authorization of the Court, but subject to Section 4.3 hereof, the Managing Trustee may control and exercise authority over the Trust Assets, the acquisition, management, and disposition thereof, and the management and conduct of the business of the Trust to the same extent as if the Managing Trustee were the sole legal and beneficial owner thereof in her own right. No person dealing with the Trust shall be obligated to inquire into the authority of the Managing Trustee in connection with the acquisition, management, or disposition of Trust Assets. In connection with the management and use of the Trust Assets, the Managing Trustee, without limitation of her power and authority, may do the following: (bi) accept the assets transferred and provided to make payments therefrom the Trust pursuant to this Agreement and the Joint Plan; (ii) distribute to recipients other than Trust Beneficiaries those amounts or assets contemplated to be distributed by the Trust in the Joint Plan and distribute Available Cash to the Trust Beneficiaries in accordance with the written directions terms of this Trust and the Plan Administrator Joint Plan; (iii) endorse the "Administrator"payment of notes or other obligations of any person or make contracts withrespect thereto; (iv) specified engage in all acts that would constitute ordinary course of business in performing the obligations of a trustee under a trust of this type; (v) cause Trust Certificates to be issued to Trust Beneficiaries in the Plan to administer the Plan. The Administrator shall be the "administrator" of the Plan as defined in Section 3(16)(A) of the Employee Retirement Income Security Act of 1974 ("ERISA"). The Administrator, the Co-Trustees number and the Employee Benefit Board of Review appointed by the Board of Directors of the Company ("Board of Review") are "named fiduciaries" within the meaning of Section 402(a) of ERISA. The Administrator may direct payments to be made from the Trust to any person, including the Administrator, or to the Company, or to any paying agent designated by the Administrator, and in such amounts as the Administrator may direct. Each such direction of the Administrator shall be in writing and shall be deemed to include a certification that any payment directed thereby is one which the Administrator is authorized to direct, and the Trustee may conclusively rely on such certification without further investigation. Payments by the Trustee may be made by its check to the order of the payee and mailed to the payee at the address last furnished to the Trustee by the Administrator or by the payee, or if no such address has been furnished, to the payee in care of the Company. The Trustee shall make disbursements manner provided in the amounts Joint Plan; (vi) invest Trust Assets in Permitted Investments; (vii) execute deeds, bills of sale and other instruments of transfer in the manner that the Administrator directs from time to time in writing. The Trustee shall have no responsibility to ascertain any direction's compliance connection with the terms of the Plan any applicable law sale, assignment or the direction's effect for tax purposes or otherwise; nor shall the Trustee have any responsibility to see to the application of any disbursement. The Trustee shall not be required to make any disbursement in excess of the net realizable value of the assets transfer of the Trust at the time of the disbursement. The Trustee shall not be required Assets; and (viii) establish such bank accounts as she may deem necessary or appropriate, draw checks on such bank accounts and perform such other necessary and appropriate duties with respect to make any disbursement in cash unless the Administrator has provided a written direction such accounts, or designate individuals as signatories to the assets draw checks on such bank accounts and to be converted to cash for the purpose of making the disbursementperform such other duties as she may direct and authorize.

Management of Trust. It The Trustee shall be have complete authority and discretion with respect to the duty management and control of the TrusteeTrust. The Trustee shall have the power to do all things and execute such instruments as may be deemed necessary or proper with respect to the duties of the Trustee hereunder, including the following powers: (a) To invest up to 100% of all Trust assets in Common Shares without regard to any law now or hereafter in force limiting investments for trustees or other fiduciaries. In making such investment, the Trustee is authorized to purchase Common Shares from the Corporation or from any other source. Such Common Shares so purchased may be outstanding, newly issued or treasury shares; (b) To invest any Trust assets not otherwise invested in Common Shares in such other investments as the Trustee considers appropriate. Such investments may include deposit accounts and certificates of deposit issued by the Company; (c) To sell, exchange or otherwise dispose of any property at any time held or acquired by the Trust; (d) To cause stocks, bonds or other securities to be registered in the name of a nominee, without the addition of words indicating that such security is an asset of the Trust (but accurate records shall be maintained showing that such security is an asset of the Trust); (e) To hold andcash without interest in such amounts as may be reasonable, subject in the opinion of the Trustee, for the proper operation of the Plan and the Trust; (f) To employ brokers, agents, custodians, consultants and accountants; (g) To hire counsel to render advice with respect to the provisions rights, duties and obligations of this Agreementthe Trustee hereunder, and such other legal services or representation as the Trustee may deem desirable; and (h) To hold funds and securities representing the amounts to invest and be distributed to reinvest a Recipient or his or her Beneficiary as a consequence of a dispute as to the disposition thereof, whether in a segregated account or held in common with other assets of the Trust, and (b) . Notwithstanding anything herein contained to make payments therefrom in accordance with the written directions of the Plan Administrator (the "Administrator") specified in the Plan to administer the Plan. The Administrator shall be the "administrator" of the Plan as defined in Section 3(16)(A) of the Employee Retirement Income Security Act of 1974 ("ERISA"). The Administratorcontrary, the Co-Trustees and the Employee Benefit Board of Review appointed by the Board of Directors of the Company ("Board of Review") are "named fiduciaries" within the meaning of Section 402(a) of ERISA. The Administrator may direct payments to be made from the Trust to any person, including the Administrator, or to the Company, or to any paying agent designated by the Administrator, and in such amounts as the Administrator may direct. Each such direction of the Administrator shall be in writing and shall be deemed to include a certification that any payment directed thereby is one which the Administrator is authorized to direct, and the Trustee may conclusively rely on such certification without further investigation. Payments by the Trustee may be made by its check to the order of the payee and mailed to the payee at the address last furnished to the Trustee by the Administrator or by the payee, or if no such address has been furnished, to the payee in care of the Company. The Trustee shall make disbursements in the amounts and in the manner that the Administrator directs from time to time in writing. The Trustee shall have no responsibility to ascertain any direction's compliance with the terms of the Plan any applicable law or the direction's effect for tax purposes or otherwise; nor shall the Trustee have any responsibility to see to the application of any disbursement. The Trustee shall not be required to make any disbursement in excess inventory, appraisal or settlement or report to any court, or to secure any order of the net realizable value of the assets of the Trust at the time of the disbursement. The Trustee shall not be required to make any disbursement in cash unless the Administrator has provided a written direction as to the assets to be converted to cash court for the purpose exercise of making the disbursementany power herein contained, or to give bond.